Spider-Man 5

by Paradise Alley

Peter and MJ have finally gotten married and are now happy together, but things go south when a mad man gets a hold of a new symbiote and causes carnage among the city.

(Note: The opening is the same as the previous films, and shows a recap of the last 4 movies.)

Peter zipped through the city in his Spider-Man suit, zooming by, webbing to various builidngs.

"Woooo!" He exclaimed, web slinging quickly as he made various cries of excitement.

"Yeah!" He exclaimed, free falling to the street as he webbed to buildings closer to the ground. He kept slinging until he came across a large, blue, speeding van, he hopped onto the back of it and effortlessly ripped the backdoor of it with his spider strength. He jumped in the back of it, looking at the thugs, masks protecting their identities.

"Tsk, tsk, tsk." Peter started. "You guys didn't invite me to the party! And after all I've done for you?" He joked.

"I think I'm gonna cry..." He quipped, creating a mock sound of sadness.

The thugs got up and lifted up their guns, they started to shoot but Peter leaped up in the air and jumped onto the front. He gasped when he saw the driver. It was the Shocker!

"Oh my lord.." He mumbled.

"It's the Cushion! Oh my go-I missed you buddy! Where you been, pal?! How come you never wrote me?!"

Shocker growled and Peter hopped to the door and ripped it off, webbing the Shocker's hand, the van swirling, Peter hurridely webbed the Shocker out of the car and placed him on the ground, he quickly got into the car and slammed the breaks, coming to a screeching hault.

Just then, his spider sense went off and he turned, now the thugs had their guns and they started to shoot, Peter panicked and ducked, kicking off the doors and crouching behind the van, he crawled up it, but then, the Shocker blasted it and it went flying into the streets, Peter looked over and jumped to it, catching the van, he grunted and put it down, leaping above it and back on the ground in one his signaure poses. He stood up and searched for Shocker, he didn't find him, but then, a water hyrdant was blasted and the water started flowing from it. Peter leaped up to it and webbed it, but was then blasted by the Shocker, into a moving car, crashing into it, wrecking the car. The woman in the car screamed and got out of the car, Peter shook his head, trying to shake off the pain, he slowy got up, but was blasted away at again, and went flying through a window, smashing it in the process, he kept flying and then smashed a drink machine, causing the front of it to completely fall off, sparks flying everywhere.

A man came from behind a counter with an angry look on his face. "OH MY GOD! WHO.. WHAT?!" He looked over. "WHAT THE HELL, SPIDER-MAN?!"

Peter looked over.. he knew that voice.. heck, he knew that face.

Mr. Azzes?!

Peter couldn't believe he landed in his old bosses resturant.

"OH MY GO- THIS IS AWFUL! WHAT ARE YOU DOING?!" Azzes screamed.

Peter got up, in pain, but then his spider sense went off and he jumped up, dodging a blast. He was now on a wall and climbed as the Shocker started blasting the wall.

"You're gonna get it now, Spider-Man!" Shocker screamed.

"STOP IT! STOP IT I SAY! YOU'RE GOING TO MAKE THE WALLS COME DOWN!" Azeez screamed.

Peter jumped off the wall and was blasted by Shocker mid-air and went flying through a table, with food on it. Peter got up and threw the food, then realized the Shocker was about to blast. He lifted up a silver trey to avoid it, the blast dented the trey and Peter threw it.

"GET OUT OF HERE NOW! NOW NOW NOW! OH MY GOOOOD!" Mr. Azees screamed as Shocker tried to punch Peter, Peter grabbed his fist and then Shocker blasted him out the window and back on the street as Azees's screams carried on in the distance.

Peter lay on the ground, groaning, then, a car came and he leaped up, webbing a building and dodging the Shocker's multiple blasts, one went through his legs and lifted them up, but this caused a blast to smash a newspaper post and knock it off.

"Ooops..." Peter mumbled to himself. He leaped up to the air and dove down, avoiding Shocker's blast. He jumped down, the Shocker blasted and Peter jumped up, but the blast was about to hit a small child!

But thankfully, a grain of sand started to form into a man. Flint Marko! He pushed the kid out of the way, the blast forming a hole through his shirt.

"Who the heck are you?!" Shocker asked.

Flint smirked and made a large wave of sand that knocked Shocker into a car, crashing and falling. Shocker groaned and started to blast, but Peter grabbed him by the arm and threw him into Flint, who formed a hammer with his fist and smashed Shocker to the ground, Peter pounced on Shocker and webbed Shocker's blasters and then his hands together, but then Shocker broke out and blasted Peter a few feet away. Flint transformed into a grain of salt then back into a man, uppercutting Shocker, who went flying in the air, as Shocker was about to land, Flint smashed him again and he landed on the ground. Flint then transformed back into sand and went into the Shocker's blasters, the sand made the blasters malfunction and they stopped working. Shocker groaned and lay limp on the floor, exhausted and in pain. He started to craw away, but Peter webbed his feet and dragged him to him, turning him over and tearing his mask off. Peter looked down in surpirse. It was Flash Thompson! "Flash?!" exlclaimed Peter.

"How.. how do you know my name?!" he exclaimed. Peter shook his head, in disbelief as the cops arrived, putting Flash in handcuffs.

"How.. HOW DO YOU KNOW MY NAME?!" Flash asked.

"You know that guy or something?" Flint asked.

"Yeah.. he used to bully me in school..." Peter replied.

"Oh, well... guess he found out what karma is." Flint responded.

Peter nodded. "He always was a jerk, no shock, really."

His phone started to buzz and he got it out, it was a text from MJ. "Oh.. got a text from the Mrs... I'll see ya later, Flint!"

"See ya, Spidey!" Flint said.

Peter jumped and swung away.

(Note: This is narration) For the most part, my life is great! The city is safe now safe from Doctor Connor's lizard attacks, and everyone who was transformed has been cured. 'm married to the girl of my dreams, Mary Jane Watson. Never in my life did I think I'd marry her, I thought about it for so long, when it actually happened I couldn't believe it. I don't know what I'd do without her. And things are going perfectly. (Note: During this part it would show Peter and MJ walking, hand in hand, laughing and kissing.) I've also got a great side-kick helping me out, Sandman. But I call him Flint. (Note: During this part we'd see clips of the two stopping petty theives and getting cats from trees.) So why is my life only great for the most part? Well.. recently, my aunt became ill... I guess it has to do with old age. I don't know what I'd do without her. She gives the best advice. She's helped me through everything.

Peter and MJ were seated next to Aunt May, smiling. She started coughing. "You okay, Aunt May?" Peter asked worridely.

Aunt May put her hand to his chest. "I'm fine, Peter, I'm fine, but thank you dear."

"How's life in this hospital treating you?" MJ asked.

"It's alright, Mary Jane... I sure miss my aparment though, but thank you. How is life treating you guys?" May asked.

"Great.. but it'd better if you weren't sick.." Peter told her, rubbing her leg.

May smiled and sighed. "I'm sorry, Peter. I'm sorry I can't give you the best advice.. or talk to you the way I used too... it's just so hard to focus.." She coughed. "Like this..."

Peter shook his head. "No Aunt May, no. You don't need to apologize. None of this is your fault. Don't blame yourself, you can't help that you got sick..."

She coughed a few times and held his hand. "You know... I don't know what I'd do without you, Aunt May..." Peter told her.

She smiled. "I'll be okay, Peter. I'm sure I'll feel better in no time. When you're old and you get sick people will always assume the worst. I'll be fine..."

She didn't seem so sure of her words, but assured him anyways. She looked up at him. "Well... let's not dwell on how much longer I live... let's just focus on how we spend that time. I think I'll be okay, but let's say I was to pass... we'd spend my last moments in depression..." She advised him.

Peter smiled. "You always know what to say, Aunt May.."

She coughed and chuckled a bit, nodding. "Well, I'm glad you feel that way, Peter. Just remember everything I've told you through the years..." she begain to cough many times, almost choking.

Peter gave a worried look and MJ got closer to her. "Will you be okay, May?" she asked.

She coughed a few more times and smiled, rubbing MJ's hand, coughing a final time. "No, but thank you, dear. But anyways, let's not be worrying about me. Let's talk about you two. How's the acting going, MJ?"

"Going pretty good, thanks."

"And how is school going, Peter?" she asked with a cough.

"Good, but it hasn't been the same without Doctor Connors..."

"That poor man.. he didn't deserve to be locked away like that.. but I guess they had to do what they had to do..." she replied, coughing once more.

Peter nodded with a frown, clearing his throat. "But uh, I'm actually graduating tomorrow."

Aunt May gasped. "I forgot! I'm so sorry I can't be there, Peter!"

"Aunt May, don't apologize. It's not your fault. Really." He smiled and she nodded.

"I suppose you are right..." Aunt May replied, smiling. "I can't believe it. You're married.. almost graduating... what are you gonna do after? You can't work for that awful Jameson man forever..."

Peter smirked. "Well... I was actually thinking about being a teacher..."

"You'd be a wonderful teacher, Peter! You're so smart.. you'd be fantastic at it!" she told him with enthuasim.

"Thanks, Aunt May..."

"I'm still just so glad you and Mary Jane finally got married. From the moment she moved in next to us I knew you two would end up together. And Peter, don't worry about me. You'll have this wonderful woman to comfort you!"

Peter smiled and looked over at MJ, who smiled warmly.

Just then, a nurse walked in and told Peter and MJ that visiting hours were over.

"Bye, Aunt May. I'll see you tomorrow."

"Goodbye, Peter."

They all hugged and Peter decided to put on his Spider-Man suit on and web slinged to the mental aslyum Dr. Connors was being held captive.

He walked through the door and was greeted by the guards, Peter nodded in his suit and walked up to Connor's cell. The guard let him in and shut the door behind him, and Peter slowly walked up Connor's, who was in a prision outfit and laying on the bed in his cell.

"Dr. Connors?" Peter greeted.

He got no response and cleared his throat. "Um... Doc...?"

Connors sighed and lifted himself up. "Peter?" he whispered.

"Yeah, it's me, Doc..."

Connors forced on a smile. "How have you been, Peter?" he asked, obviously depressed.

"I've been fine... but school hasn't been the same without you, Doc."

Connors nodded, sighing again. "I suppose.. that's my fault."

Peter shook his head. "No Do-"

"No, Peter. That was the stupidest thing I've ever done in my life and I can't believe, as a scientist, I tested something so dangerous onto myself that I did not have the patience to work on more and proper testing. And I... I... I ruined lives, Peter.." he started to shed a few tears. "I... because of me... hundreds of innocent people were kept locked away for testing... because of my foolish behavior... I hurt and scarred so many people. Including my family! My family is alone... Martha had to move into an apartment because she couldn't support herself alone.. and Billy.. oh my God.. Billy.. he's gonna grow up without a father! BECAUSE OF ME!" Connors started to yell and was now sobbing violently. "I ALMOST KILLED YOU, PETER! I ALMOST KILLED YOU! I.. almost... took your life... I..." Connors growled and punched the side of his bed in anger. "I'm.. I'm sorry..." he mumbled, still crying.

"No, Doc.. you didn't know what you were doing... you didn't know this would happen. This was the Lizard's fault. Not yours." Peter assured.

Connors kept crying, but tried to stop. His tears stopped after a while and after a few minutes of silence, stopped. "I'm.. sorry for lashing out in front of you like that, Peter."

"It's just.. I haven't been able to talk to someone in so long... it's just.. a bit.. overwhelming.."

Peter frowned underneath his mask. "It's okay, Doc.. I understand. Don't worry about it... but... do you know if they're ever gonna let you out of here?"

Connors shook his head and wiped away his last few remaining tears. "I don't know... if they do, not for a while... I may still have some traces of the Lizard's DNA in my bloodstream."

"But the other's are okay, why not you?"

Connors shook his head, sniffing from the crying. "Well... I had a full fledged injection... they just got bitten and got some of the DNA, not the full amount, which was why I was.. larger then them.."

Peter nodded. "Well.. Doc... I made a cure before.. I know that only stopped the Lizard and not what's left of it in your blood but... I might be able to do it..."

Connors nodded. "Thank you, Peter. You really are my best and brightest student... I still find it hard to believe you're Spider-Man... hard to wrap my head around." Connors smirked a bit. "Now I understand everytime you were late and why you had so many missing assignments."

Peter chuckled. And Connors looked up at him. "Oh uh.. shouldn't you be graduating sometime, Peter?"

"Tomorrow, actually!"

"Really?! I'm happy for you.. I know you can do great things, Peter... I wish I could be there to see it, I could if..."

Peter shook his head. "Don't be so hard on yourself, Doc... one day, I'm sure you can redeem yourself. The time will come. I have to go now, though. I'll make sure to swing by here more often. Literally." Connors smirked and nodded. "Thank you, Peter. Good luck tomorrow."

Peter smiled and nodded. "Bye, Doc." He walked to the door and called for the guard, who let him out, he waved a final time to Connors and walked out.

Later, he swung to Flint's apartment, going into it, Flint, as usual, was next to his daughter. He tapped the glass and Flint opened it. "Hey, Spidey."

"Hey, Flint. How's it going?"

"Great! Cause guess what?"

"What?"

He lifted up Penny who was grinning.

"We got enough money and Penny's cured!"

Peter grinned underneath his mask. "Really?! That's awesome! Congrats, Flint!"

"I couldn't have done it without you, Spidey. Really. Not only did you make me realize the right path to take, you got enough donations for me. I really appreciate that."

Peter nodded. "Least I could do."

Flint sighed. "But uh.. not that she's cured... I don't think I should do this with you anymore... I just... I need Penny to be safe."

Peter nodded. "I understand, Flint. It'll be weird to fight crime alone again.. I'll miss you."

"I'll miss you too, Spidey. But I gotta go now. Me and Penny are gonna go out to celebrate."

Peter nodded. "Well congrats, Penny! I gotta go now!"

"Bye Spider-Man!" Penny exclaimed.

"See ya, kiddo."

"Later, Flint."

They all waved and Peter slinged away.

Later, Peter was now in his normal clothes and walked into the Daily Bugle, where he saw Betty, walking up to her. "Hey, Betty." he greeted.

She smiled up at him. "Hey, Pete.. Jameson's in his office but he's... a bit er.. busy.. but I'm sure he'll take your pictures anyways."

He nodded. "Oh.. uh.. okay, thanks, Betty." He walked into Jameson's office but he didn't see him, Peter was confused and looked around. "Um... Mr. Jameson? You in here?"

Jameson's head lifted up from behind his desk and he put his finger to his mouth. "Quiet..." Jameson mouthed.

"Wha..." Peter started to say, but stopped when Jameson gave him a stern, angry look. Jameson slowly rised from behind his desk with a baseball bat. There was a fly that slowly flew close to his face. Jameson yelped out and swung at the fly with the bat, but it zoomed around the room, up on the celing. Jameson growled and hopped up onto the desk and swung at the fly, but missed each time, he growled again and got down from the desk, he then started to smash various different objects in the room, like lamps and TV's, screaming at the fly.

Peter gave Jameson an odd look, but was too amused to stop it. Jameson screamed more and was now rapidly smashing everything in sight, shaking his head like a lunatic.

Just then, Robbie and Jameson's assisant came in, startled from the noise.

"Jameson! What the heck is going on? Did someone take your chimes again?"

Jameson growled at them like a dog, Robbie put up his hands and Jameson then kept swinging the bat, the fly landed on his assisant's nose. Jameson stopped and stared at the fly, growling he yelped and lifted up the bat, trying to hit the fly, but it flew away and Jameson smacked his assisant right in the nose. His assisant gasped and yelped in pain, falling to the ground as blood started to flow from his nose.

"Jameson! Stop this right now!" commanded Robbie.

Jameson groaned and put the bat back on the floor. "Ugh... Robbie go get him a tissue." Robbie rolled his eyes and nodded, taking the assisant out of the room.

"What do you want, Parker?!" Jameson snapped.

"Um.. photos..." he lifted up the photos up and handed them to Jameson, they were pictures of Spider-Man and Shocker fighting.

Jameson started to laugh and sat down.

"What?" Peter asked.

"Photos of Spider-Man and that Shocker moron wrecking the place! They're working together, these pictures prove it! He was also working with that lizard on sterioids!"

"What?! How?!"

"Look at them!" They were pictures of Spider-Man swinging and the Shocker blasting things.

"Spider-Man is clearly following the Shocker and helping him wreck the place! Some guy who owns a pizza place called us and told us about how they were destorying his resturant! This will show everyone who Spider-Man really is. I gotta say, I'm actually pretty grateful you take the time to take these pictures, Mr. Parker!"

Peter sighed. "Thanks, Mr. Jameson, but you're just making these pictures out to be something they're not, you're decieving people."

"Thank you." replied Jameson.

Peter raised his eyebrow and shook his head, sighing again. "Mr. Jameson, are you ever gonna give Spider-Man a chance?"

Jameson stared at him for a few minutes and then started to laugh hysterically. This continued for a few moments until the fly landed back on Jameson's desk.

Jameson stopped and quietly lifted the bat up, he yelped but smashed the desk in the process. His eyes widened and he threw the bat away. "AAHHHHHH! COME ON!" Jameson shrieked, throwing his arms back in the air. "ARE YOU KIDDING ME?!"

Betty walked in. "Oh god.." she mumbled, then cleared her throat. "Um.. Mr. Jameson, your son's about to land."

Jameson's angry face became a happy one. "Really?! PARKER, ROBBIE, EVERYONE, COME ON, WATCH MY OFFSPRING BE AWESOME! I can't believe I made someone so cool, I'm like the ultimate babymaker!"

Peter, Betty, Robbie, and all of Jameson's assisants had their eyes glued to the TV, a news reporter was talking.

"John Jameson has just returned from his mission to the moon, as you can see on the screen, his rocket is slowly landing back to the surface."

Jameson grinned as everyone cheered. "That's my boy!" Jameson yelled. "Ya know, Parker, I'll never understand why that tramp left him for you. Had there not been cake, I wouldn't have gone to the wedding." Peter gave Jameson angry look, he was about to defend his wife, but was interuptted.

Then, another assisant walked into the room. "Mr. Jameson, your wife decided to stay in Iceland."

"Thank God." He replied quickly.

But then, Jameson's happiness started to fade as the reporter continued. "Um.. it looks like Jameson's rocket is malfunctioning... we're not quite sure what's going on, but... it doesn't look good." Peter frowned at the sight. The rocket started to swirl around and almost crashed into several buildings. "Oh god... the rocket's about to crash!"

Peter gave a serious look and left the room.

"Peter! Where are you going?!" Robbie asked.

Jameson gave no reaction. He had a serious look and his eyes were glued to the televison. No one had ever seen him like that.

Peter quickly ran out the Bugle, speeding by, a man who was reading a newspaper lifted his head up in confusion. (Note: This man is Stan Lee.)

He went into an alley and shed his clothes, now dawned in his Spider-Man outfit, he rapidly climbed up the walls and leaped onto the building, sprinting from building to building, free-falling, doing different tricks as he web swinged around quickly, trying to find the rocket. He looked around as he swang. "Come on, rocket... where are you.." he said to himself, he kept swinging until he was almost hit by it, he yelped and jumped up, landing onto it.

In the ship, John Jameson was screaming loudly, a black substance was crawling around the ship and tried to latch onto him, John struggled around. "Gotta... land.." he grumbled.

Back at the Bugle, Jameson looked on. "What's that freak doing on my son's ship?!"

Peter quickly crawled around the ship, looking for a place to crawl in. He jumped up to the glass and could see John struggling with other astronauts.

"SPIDER-MAN! HELP ME!" John shrieked.

Peter's eyes widened under his mask. "Look out!"

He started to punch the glass rapidly, as much as he could, until it finally started to break.

Jameson looked on more. "HE'S TRYING TO ATTACK MY SON!" he proclaimed loudly, running out of the Bugle.

John dodged the glass and Peter hopped in. Peter gasped when he saw the black goo. He knew that goo... it was that symbiote! There was more of them?! (Note: In the film, Peter would get a quick flashback of Venom roaring.)

Peter shook his head and webbed the goo off of Jameson, webbing it up into a ball to make sure it wouldn't exscape.

John grunted, passing out from exhaustion.

Peter looked at the other astronauts. "Can one of you land this thi-"

Suddenly, the rocket started to smash against a building, the astronauts screamed and Peter panicked, then, the rocket fell off the building and slowly started to fall. Peter yelped out and grabbed the 3 astronauts, including John, lifting them up. "Fasten your seatbelts.. get ready for a bumpy ride!"

He sprinted out of the smashed glass and grabbed the web bag that held the symbiote captive, they all fell and the astronauts screamed, Peter spun a web and slinged down to the ground, Peter's spider sense then started to tingle, he looked behind him and saw the rocket about to fall on them, he quickly grabbed the astronauts back and leaped out of the way, the rocket crashed onto the ground. Luckily, no civillians were in the way. Peter then looked at the three astronauts for a bit, but then Jameson started to yell in the distance and ran to them.

"SPIDER-MAN! GET AWAY FROM MY SON!" Jameson yelled, shoving Peter.

Peter stumbled back and looked on at Jameson, who lifted up his son, who was outcold. He looked up at Spider-Man. "WHAT DID YOU DO TO MY SON?!" Jameson yelled.

"Me?! I saved his life! You should be thanking me, Johna!" Peter argued.

Jameson growled. "Whatever." He snapped.

He turned back to John, shaking him. "John! John! John! Are you okay?! Wake up!" he screamed.

John started to wkae up and coughed. "D-dad?" he replied with a shaky voice.

Jameson started to cry and hugged his son tight.

Peter looked on and lifted the web bag with the symbiote on. He walked away and started web slinging, looking at the symbiote. "Don't worry, pal. You're not ruining anyone else's life. I'm making sure of that."

Later, Peter walked into his new house in Queens, with his backpack on. He opened the door, closing it behind him. "Hey, MJ!" he yelled, putting his backpack on the table. He decided not to tell MJ about the symbiote. He didn't want to frighten her.

MJ walked up to him and smiled. "Hey, Tiger... saw you on TV.."

"Oh yeah.. me saving your ex?" Peter teased.

MJ rolled her eyes. "Oh whatever, we both know I just dated him to make you jealous. Anyways, was he okay?"

"Yeah, he's fine now. Jameson was all tore up. I've never seen him get emotional, but John was passsed out and he started to cry when he woke up, and he hugged him. Never knew he was capable of such sympathy.. but maybe I'm just to hrd on him.. anyways, anything interesting happen today?" she kissed him and shook her head. "Not really, just auditions. Anything else happen for you?"

"Yeah, actually.. I went to Doctor Connor's jail today."

"Oh really? What happened?"

Peter sighed. "MJ.. I feel so bad for him. He started crying and started to lash out about how guilty he felt and how bad it made him feel that he couldn't see his family."

MJ frowned. "That's awful.. I feel bad for him..."

Peter took MJ's hand and they sat on the couch.

"Yeah.. but in happier news, Jameson said he was grateful that I took pictures for him."

"Really? That's not like him.."

"Yeah, but then he started to insult Spider-Man..."

"Now THAT is a lot like him." She replied with a smirk.

"Yeah.. you're telling me." Peter laughed.

"Oh, and Flint Marko, his daughter's cured now, we raised enough money!" exclaimed Peter.

"Awesome! See, what would people do without Spider-Man?" MJ asked.

Peter chuckled. He stopped. "Oh! Forgot to tell you. Guess who I ran into a few days ago?"

"Who?"

"Shocker... but..."

"But what?"

"You'll never gues who he really is.."

"Who?"

"Flash Thompson..." Peter smirked and waited for her reaction.

She reeled back a bit and opened her mouth in surprise. "Flash Thompson?! Wait.. really?!"

Peter grinned and nodded. "Now he's a low-life thug in jail. Karma stinks."

MJ was still surprised. "I can see you're a bit shocked. Get it?" Peter said with a stupid grin.

MJ chuckled. "I get it, I get it... I can't believe he turned to crime... but... then again, he was a complete and utter jerk, so.. nevermind.. yeah I can."

Peter smiled. "Very true..."

"But you are not a jerk."

"I try not to be."

They laid down on the couch, Peter brought MJ over to him, kissing her head and nuzzling into her, sighing in happiness.

MJ put her head down in the crook of Peter's neck, kissing it. "Where do you think we'll be in the next few.. decades?"

Peter smiled and looked at her. "I don't know... I guess you'll be a big actor. Maybe I'll be a scientist or a teacher. Maybe we'll have kids? Who knows..."

"Too bad they won't have good grandparents..." Mary Jane frowned.

Peter rubbed her head, kissing again. "Well.. you'd be the best mother ever, so it'd fill the gaps I'd say..."

She smiled, kissing him. "And you'd be the best dad ever..."

Peter sighed. "Thanks, MJ... I wish Uncle Ben could have seen our wedding..."

MJ rubbed his hand. "Me too..."

They closed their eyes and laid like that for a bit, until the phone began to ring. "I'll get it." Peter said, kissing MJ's head as he got up, answering it. "Hello?"

"Yes, is this Peter Parker?"

"Yes.." Peter replied curiously.

"This is Captain Stacy. We need to come down to the station."

"Okay.."

"See you there." Captain Stacy said, hanging up.

Peter put the phone back up and walked up to MJ, who sat up. "What was that about?" she asked curiously.

"It was Captain Stacy, he said he wanted me to come down to the station, I don't know..." he explained, shrugging.

MJ furrowed her eyebrows. "Want me to come with you?"

Peter nodded and they then went to the station. They got into Captain Stacy's room and took a seat.

"Mr. Parker, we've called you down here to let you know that there's a serial killer on the loose... his name is Cletus Kasady. When he was a kid, he was an orphan. Went crazy. Blew up the whole damn orphanage and he's been a killer ever since. He's mad. Crazy. Probably the craziest man I've ever heard of. He will kill anybody who crosses him. He's always one step ahead of everyone. He can mess with anyone's mind. He's very dangerous."

Both Peter and MJ looked very curious.

"Now, the reason I'm telling you this is because... well.. Mr. Parker... I'm aware that you... did not grow up with your parents, correct?" Stacy asked.

Peter slowly nodded, getting ancy, the emotion was in his eyes, he didn't know what to expect.

Stacy took a deep breath. "Well... they were killed by Kasady..."

Peter shook his head, looking down, stuttering.

Stacy took another breath. "I know this is hard, Mr. Parker.. but what I'm about tot tell you is gonna be a little shocking..."

Peter lifted his head up, eager to hear what Stacy had to say.

"Listen.. Mr. Parker... your parents..." He stopped and looked down, then lifted his head back up. "Your parents... were agents... for the FBI. They were.. they closing in on Kasady and were about to find him... arrest him for the people he had murdered... but... he found out and... he... he.. he killed them." Stacy explained. (Note: In the film, it would show a flashback of Peter's parents being killed by Kasady.)

Peter gave a very hurt look. "Wha.. what?"

"I'm sorry, son.. I know this is surprising... but.. it's not the first time I've told you something surprising..."

Peter got up from his seat. "We're telling you this because Kasady called us and informed he's planning to.. to kill you. He has a huge vendeta against the Parker family... we want you to know." Peter gave a worried look and looked at MJ. "My god... oh my god... oh my god...oh my god.." he mumbled, pacing the room.

One of the other cops patted Peter's back. "I know this is a lot to take in.. but.. we've got your back. Be on the look out. And give us a call anytime, we'll have officers patroling your neighborhood to make sure you're safe, we'll look for any suspcious behavor." Peter sighed and nodded, the cop gave him a picture of Kasady. "This is Kasady. Be on the look out."

Peter took the picture, staring into it with an angry look.

When Peter and MJ got home, he slammed the door. "I can't believe no one told me this! They wait til now to tell me?! I've spent my entire life wondering what happened to my parents! What's Aunt May gonna think?! Oh no.. I can't tell her.. I have to keep her safe..."

"Peter... please... calm down."

Peter shook his head. "I can't! That physco killed my parents and he's gonna try to kill me! Both of our lives are in danger. I can't live without you, MJ. I don't know what I'll do if he finds you and uses you to get to me! The guilt.. I have to keep my distance for a while.."

MJ lifted up. "I'll be okay, Peter. I know there's the risk to being married to Spider-Man. I knew when I started dating you. I'll be okay."

Peter shrugged and sighed. "I guess so..."

"So what are you gonna do?" she asked.

"Find him before he finds me."

Peter went in to his room and put up the picture of Kasady on the edge of his mirror.

Later, he took out his police scanner and was decked in his outfit, all but his mask.

"I hope the cops don't come by here too often.. well.. I do because I want you to be safe but I don't want them to know who I am."

MJ shrugged. "Just be stealthy.."

A few moments later, the police scanner started to ring. "We've got a lead on Kasady! He's on 5th street Downtown!"

Peter slammed his mask on and sat up, walking over to her. "MJ. Call the cops. Have them guard the house while I'm gone, okay?"

MJ nodded. "I will, I promise."

Peter nodded and kissed her through his mask.

"See ya, MJ! I love you!"

Peter swung away. "Love you too..." MJ replied softly to herself, walking to the couch and sitting down, sighing. Worried for his life...

Peter web slinged away quickly in the night, searching for Kasaday. He swinged for a few minutes, but couldn't find him, but could hear a scream a few feet away. His spider sense started to tingle and he stopped and landed on the ground. He jerked his head around, in search of the sound, he then saw two figures in an alley, he leaped up to them and slowly walked, it was a man with red hair and sadistic eyes, laughing. He had a knife to a man's neck. He turned his head, laughing, those sadistic eyes pearcing into Peter's mask. The man passed out.

"Well, well, well... look who it is! It's.. Spider-Man!" he started laughing even more, now sadistically. He looked at Peter's suit. "Nice PJ's... you havin' a sleep over? MAYBE I CAN COME!" He said as he laughed evily. (Note: Kasaday is played by Jim Carrey.)

"Say... doesn't that Parker guy take pictures of you? I've been lookin' for him... maybe you could find him for me?" he said evily.

Peter webbed the knife from Kasaday. "Cletus Kasady.."

He laughed more. "THAT'S MY NAME! DON'T WEAR IT OUT!"

Peter webbed Kasaday's mouth, Kasaday looked down angrily and tore it off. "GAAH! LISTEN YOU FREAK, I'M ABOUT TO-"

Just then, a cop car speedily stopped by the alley and two cops stepped out, pointing their guns at Kasady. Kasaday laughed with those evil eyes, putting his hands up, walking up to them.

"One more step and we'll shoot!" One cop ordered.

Kasaday then pulled another knife from his pocket and stabbed the two cops, they fell to the floor in pain, screaming.

Peter gasped. "No!"

He then rushed over to the cops. "Are you guys okay?!"

They didn't respond, blood was flowing from the place the were stabbed and Peter winced at the sight. "My god..."

He jerked his head. "Kasady!" He yelled out.

He leaped out of the alley and looked around for any sign of him, he started to sprint and spun a web, slinging around rapdily in pursuit of him.

He looked down and noticed a speeding car crashing in to various objects, Peter followed it and was about to jump on it, but it already stopped in front of a building. Someone got out of it, it was Kasady, as Peter suspected. Kasady started to sprint into the building and Peter jumped down to Kasady. Kasaday turned his head at Peter and laughed evily, opening the door and slamming it in Peter's face before Peter could go in.

Peter stopped and tried to open the door, Kasady looked at Peter through the glass and stuck his tonuge out like a kid, laughing as he locked it, Kasaday then started to sprint up the stairs.

Peter then backed up, then ran into the door, kicking it hard off its henges.

He started to sprint up the stairs, as he started to go up, he looked up to see Kasaday and a torch of fire.

"Where did you get that?!" Peter asked in confusion.

Kasady's only response was to start laughing horribly once more.

He then dropped the torch of fire and Peter gasped and backed away, the fire slowly started to spread and Peter leaped up onto the ceiling he started to climb up it but then, the fire started to spread to the ceiling and Peter gasped again, web zipping rapidly back to the wall. He stood there, but the fire started to spread.

Peter shook his head, not sure what to do. He looked over and jumped onto the next flight of stairs that Kasady was on. Kasaday stared at him and laughed more, looking at him for a few moments before laughing and running away into another room, locking the door behind him.

Peter groaned and followed him, backing up and kicking down the door.

In the room, Kasady was backed up against a glass window. There were four other doors in the room.

He laughed more and stared into Peter's mask. "HEY THERE, SPIDER-MAN. WANNA PLAY A GAME?!"

"Those are never good words..." Peter replied.

Kasady laughed and looked at the doors. "Well first, you must choose between these four doors!" He walked up to one, pointing at it. "Door number one!" Then the next. "Door number two!" Then the last. "And last but not least, DOOR NUMBER THREE!"

"NOW... which will you choose?" Kasady asked with a crazy grin.

Peter looked at all of them, no idea what was behind them. "What's behind them.." He demanded.

"Oh, would you like a looksie?" Kasady teased. He walked up to the first door. "LET'S SEE WHAT'S BEHIND DOOR NUMBER ONE, WENDY!" He opened it, revealing Captain Stacy tied up in a chair with something tied around his mouth.

"Captain Stacy!" Peter called out.

Kasaday shirked with laughter and opened the second door, "AND THE SECOND DOOR?!" It was a small child, a girl, who was sobbing violently.

Peter clenched his fists in anger.

"AND NOW DOOR NUMBER THREE!" he yanked it open and it revealed a woman, but by the looks of it, she was pregnant.

"NOW... WILL YOU SAVE ONE OF THE MOST IMPORTANT PEOPLE IN THE CITY? A HELPLESS CHILD? OR BASICALLY TWO PEOPLE IN ONE! ONE OF THEM BEING AN UNBORN KID! And how will you only be able to save one you may ask?!" He grinned and took something out of his pocket. It was some sort of control. "You'll only have about... er... 25 SECONDS!" He laughed and slammed the button on the control and Peter could hear ticking in the background. Peter panicked and leaped up to Captain Stacy. He didn't even think about it. The only reason he did that was because he was closet. Kasady looked on with an evil, curious, look. He tore off the ropes from his stomach and mouth and tossed it to the side, then went to save the other two, but just then, Kasady pushed another button and metal doors on both slid in front of them and Kasady laughed hard.

Peter looked at the doors, Captain Stacy got up slowly and Peter helped him up. "What are you doing you physco?!" Captain Stacy demanded.

Kasady laughed. "Messing with this spandex wearing freak's mind!" He laughed more and pressed another button, Peter could once again here ticking. "You have 30 seconds to get out of here before this place explodes!"

Kasady grabbed Stacy off the ground and grabbed a gun that was sitting on the window's ledge, holding it to Stacy's head. "Move one freaking muscle and he gets it!"

Kasady started to back away from Peter, Peter quickly web zipped the gun out of Kasady's hand. Kasady gasped and gave an angry look, pushing Stacy to the ground, running away before Peter could catch him. Peter kneeled down to Stacy. "You okay, Captain?"

Captain Stacy rubbed his head. "I've been better..."

"That guy is insane..." Peter told Stacy.

"We've gotta get out of here before this place blows!" Stacy yelled.

Peter nodded and looked at the doors. "Oh my god! What about those people?!"

Stacy sighed. "Oh god.. just... we have to go! I have a daughter to get home to..."

Peter nodded. "And I have a wife to get home to.." he mumbled, darting out, jumping through the glass window, the glass smashing.

Peter free fell with Stacy in his arms, who screamed in fear, Peter spun a web and slinged away, as they swung, the building started to explode in the background and Peter put Stacy on the ground, looking up at the building. "NO!" He yelled. He kneeled to the ground and looked up at the building exploding, the reflection could be seen from the eyes in his mask. He started to weep. He couldn't believe he had failed to save a little kid and a pregnant woman. "NO!" he yelled again, he kneeled down and smashed the ground in anger, causing a crack in the street. He breathed heavy, staying kneeled down on the ground for severa minutes as he contiuned to weep. Stacy then walked up to Peter, patting him. "It's okay, Spider-Man. You did the best you could.." Spider-Man shook his head in anger. "No... I let two people die... one of them was just a kid!" He said as he wept. "I'm gonna find that creep..."

He swinged home and landed in the backyard. There were cops walking around and they walked up to Peter, who was no longer crying, but still shedding tears.

"Hey, Spider-Man! What are you doing here?"

"Uh..." Peter panicked but thought up a lie. "I just heard about Parker and decided to make sure he's okay..."

"Well, his wife said he was out and he wanted us to make sure she was okay. Hopefully, he'll come soon."

Peter nodded. "Well, uh.. I'm gonna go try and find him.. make sure he's alright, chief."

The cop nodded and Peter swinged away behind a tree and waited for a few minutes, then put on his regular clothes and his backpack on, and walked to his house, wiping away his remaining tears.

He was greeted by a cop. (Note: This cop is Bruce Cambpell.)

"Whoah, whoah, whoah." The cop held up his hand. "Who are you?"

"Uh.. Peter Parker..." Peter replied.

"Uh huh.. well, got an ID to prove that?" the cop asked.

Peter panicked. He had his suit in his backpack. He noticed part of it was hanging out and he tucked it back in, zipping it.

"Uh.. no... it's in my house actually." Peter lied, not wanting him to find the suit.

The cop eyed the backpack in suspicion. "What do you got in that bag, sir?" he asked in a threatening tone.

"Um.. nothing sir, just.. some books and such..." Peter replied.

"Let me see the bag, sir."

"Uh.. sir.. these are very valuable books."

"Cut the crap and give me the bag, buddy. Why are you eager to get in here anyways?"

"Um... it's my house... I wanna see my wife..."

Peter stared at him for a minute.

But then, MJ came out. "Sir, he's fine, that's really Peter..."

The cop eyed him and turned to MJ. "Alright, if you say so.. sorry, sir."

Peter nodded at the cop and walked into his house.

Later, the cops left the house and Peter sat on the couch with a sad look.

MJ was looking at the window and walked up to Peter. "Peter... what's wrong? You've been out of it ever since you got home... did you find that Kasady guy?" she asked.

Peter frowned and shook his head, staying silent. He sighed heavily and put his head in his hands. He put them out, shaking his head again. He then started to cry again. "MJ... I just.."

"Peter, what's wrong?"

Peter started to cry more. He cried for a few minutes and MJ rubbed his arm to comfort him, she held him for a few minutes until he finally sat up.

"I let..I let.. I let a pregnant woman... and a little kid die..."

MJ shook her head. "What... what happened?"

He shook his head, still crying. "That Kasady creep... I followed him into a building and he.." he kept crying. "I followed.. I followed him into.. into.. into the building and he..." He stopped, still crying. "He.. he was.. I fo.. I followed him into a room and... he made me choose between Captain Stacy, a little kid, and the pregnant lady and.. I didn't think.. I just.. I grabbed Captain Stacy and had to get out of there because he started a bomb... and then.. I wasn't able to save them... they died..."

MJ frowned and kissed his cheek. "Oh.. Peter.. Peter.. listen, there was nothing you could do. Nothing. Don't feel guilt."

Peter shook his head. "I guess so... but...still...that woman was looking forward to a baby.. and that kid.. and the baby... they... they... they had their whole lives ahead of them... and that... physco just... killed them... I don't know if he died in the building or not but... if not... if I hear one thing about him on the loose... I'm gonna find him. I swear on my life that I will find him. But he is dangerous, MJ. He doesn't even have powers and he's worse than anyone I've faced before. He knows how to mess with your mind."

The next day, Peter was at graduation. But his face was that of depression. He meant buisness. He was going to find Kasady. He wanted to get out of there soon. MJ was at a play and Aunt May was bed ridden, so want difference did it make, anyways? He decided to go see Aunt May

He was seated next to Aunt May.

"So.. how was graduation?" she asked.

He shrugged. "It was okay. I wish Connors was there, though. I wish that you and Uncle Ben could have seen me... but.. it's okay.. not even MJ could come, she's working today. But oh well..."

"I'm so-"

Peter shook his head. "No Aunt May, don't apologize..."

She smiled. "If you insist.. you know.. I can't believe it. My Peter graduating. Married. You're fully grown and you're gonna have a job soon. I can't believe you're all grown up. Where does the time go?"

Peter smirked. "I don't know, Aunt May... I don't know..."

Peter sighed and looked down on the floor.

"Peter... you've looked miserable this whole time... is something the matter?"

Peter shook his head. "No.. uh.. um.. I've just been thinking a lot is all.."

He sighed again and they stayed silent for a few moments, he hesiated a lot but finally decided to speak. "Uh... well.. actually... I heard about something.."

"What?" Aunt May asked, coughing.

Peter hesitated. "Um...well some guy... killed a pregnant woman and a little girl and... Spider-Man was there... but he wasn't able to save them..."

She gasped softly, coughing a few more times.

"It just kinda depresses me I guess..." Peter continued. "Had a whole life ahead of them and some physco just killed them..."

"Who was this... physco?"

Peter shook his head. "I'm not sure..." he lied. He wasn't sure if she knew about Kasaday, and he wanted her to be safe and to not frighten her.

"Well.. I guess we shouldn't judge this.. 'physco'... monsters are always made. No one is born evil." She coughed.

Peter nodded. "I guess you're right, Aunt May..."

Later, Peter was at home in his suit, on his dresser, he had been working on a cure for Connors. He stayed seated until his police scanner started. "Calling all units, calling all units, I have spotted Kasady on 2nd street, Broadway!"

Peter put his mask on and looked at his backpack, he zipped it to make sure the symbiote was still there. It was and he zipped it back. He decided to take his backpack with him this time, to make sure it didn't get loose.

Peter, now in his suit, with his backpack on, had webbed the symbiote a few more times to make sure it hadn't been captured, he pulled it out to make sure it was still trapped. "You should be history without a host in a few days, pal." But Peter noticed something. It was now mostly red. "Weird..." he mumbled.

He slammed it back in his bag.. He backed up and sprinted off the building, free falling until he spinned a web, slinging around the city in pursuit of Kasady.

He scouted the area for the mad man, looking in alleys and everywhere he could. But then, he heard that familar laugh. He growled and swinged down to him. He landed on the ground and started looking in various different alleys. He saw no sign of the crazed man until his spider sense started to tingle. He turned around and saw a knife coming towards him. "Whoah!" He jumped up against a building and the knife fell against a brick wall.

Kasady slowly walked to Peter, laughing evily. "Kasady..." Peter grumbled.

Kasady laughed. "DID YA MISS ME, SPIDER-MAN?!"

Peter stayed silent on the wall.

"COME ON, SPIDEY! WHERE'S THAT SENSE OF HUMOR I HEARD SO MUCH ABOUT?!" Kasady taunted.

Peter leaped out at Kasady and kicked him, causing Kasady to go flying a few feet away. Peter leaped up to Kasady. Kasady looked up and quickly took the backpack from Peter. "OOOOH! WHAT YA GOT IN HERE, SPIDEY? CAN I SEE?!" Kasady asked with an evil grin. Peter noticed the bag was unzipped, to his dismay, the webbing on the symbiote had dissolved and the symbiote was gone!

He panicked as he searched for the symbiote.

Kasady looked at the symbiote.

"Ooooh.." Kasady cooed, interested. "What's that, Spider?!" Slowly, the symbiote started to crawl all over Kasady's body. Peter didn't notice at first, then looked and saw and started to panic. "Oh no!" he yelled.

Kasady squirmed. "What the heck is this?!" it started to cover his entire body, Peter tried relentlessy to web it off but the symbiote was too strong. "No, no, no, no, no, no, no!" Peter exclaimed.

Kasady groaned and moaned as it kept crawling all over him, until it fully covered his body. "Oh please... God no..." Peter muttered.

Kasady stood up, now in red, his face was similar to Peter's mask. Kasady stood up and looked over his new body, his voice was now horrific. "What the?!" He checked out his body. "WHAT THE HELL IS THIS?!"

He checked out his body, confused. "Hey.. I feel.. I FEEL... AMAZING... I FEEL... LIKE... I COULD DO ANYTHING..." He yelled.

Civilians were looking on in horror at the sight, they started to run away.

Kasady, in his new red suit, looked at Peter and started to laugh horribly. It sounded even worse with the suit on. It sounded distorted.

Peter was miserable. Before, Kasady was awful. But now... oh God...

"WHAT'S THE MATTER, SPIDEY? YOU SEEM TROUBLED!" yelled Kasady.

Peter shook his head, backing away as Kasady started to walk towards him.

Soon, the cops showed up and pointed their guns at Kasady. "WHAT THE HELL IS THAT THING?!" one screamed.

"I DON'T KNOW!"

They started to shoot it at and Kasady turned his head, but tentacles started to come from the symbiote and they caught all the bullets and crushed them, this continued for a while, but then the cops ran out of bullet.

The cops looked at each other and threw their guns to the ground, getting into the cop car. "Run him over..." one cop said. The other cop nodded and they started to drive into Kasady, but he leaped up into the air, behind the car. He started to laugh. "I LIKE THIS THING!" Kasady proclaimed.

He started to laugh more and got out two tentacles. "Hmmm.." Kasady mumbled. "With this... I'm not Kasady. I'm not human. I AM TOTAL, UTTER, CHAOS. I AM NOW... CARNAGE!" He proclaimed. (Note: During this part of the film, music from the Carnage album woud start to play. Music from this album would play during every fight scene with Carnage in this film.) He used his tentacles and smashed some windows, laughing, people were screaming and crying in the distance, running away. He used his giant tentacles and slammed Peter several feet away, Peter tumbled away, groaning in pain. He shook his head and slowly got up, but fell from how dizzy he was. He looked up and could see Carnage causing havoc in the city, smashing various objects. Peter's head was spinning. He couldn't believe it. Because of him, a monster was on the loose.

He finally got up and started to spring after Carnage, spinning webs and swinging away after him. He found him and released himself off his web, flying at Carnage. Carnage turned around and smirked, as Peter flew down, Carnage slashed at him but Peter dodged, Carnage attacked again, slashing, Peter dodged again. Carnage growled and different tentacles came out and started to choke Peter. Peter couldn't breath, kneeling down as he made different snarling sounds, trying depserately to get loose, but Carnage grabbed Peter by his other tentacles, he got out one last tentacle and shapped it like a large sword and started to tear away at Peter's chest, ripping the spider on his suit in half, Peter would scream in pain if he wasn't being choked, Peter's suit started to tear off and he started to bleed, Carnage laughed as he suffocated Peter. "BYE, BYE, SPIDER-MAN!" He yelled as he laughed sadistically.

Peter closed his eyes and awaited his demise, but suddenly, a cop car sped by and smashed Carnage, causing him to fly into the air, he was about to fall but his tentacles lashed out and caught the side of a building. He laughed disturbingly and started to crawl away with his tentacles. "You're not getting away, Kasady!" Peter yelled, sprinting after him, leaping high up on a building, jumping and swinging around in poles, leaping up and climbing on different walls, web zipping and climbing. He jumped onto the wall that Carnage was on, they were a few feet apart and Carnage grinned down at him, as he started to slash out his long tentacles, Peter dodged them quickly, putting his reflexes to good use, dodging each one quickly. This carried on for a few minutes until Peter started to panic. There was no way he could take Carnage on. He was far to powerful. Peter kept dodging the tentacles, but then one large one hit him and he grunted in pain, falling off the side of the building, he spun a web but Carnage's long tentacle transformed into a knife and he cut the web and the tentacle smacked Peter hard, causing Peter to go up high in the air and fall, smashing hard into a car, falling off of it and onto the street. He started to crawl away in pain and onto the sidewalk, people jumping over him to avoid stepping on him. His chest was bleeding from Carnage's eariler scratch and he put his hand up to him, clinging on to it in pain.

He found a pole and held it, but it fell off due to his immense spider strength. Peter groaned and shook his head, he pressed his hands against the ground and slowly started to lift himself up, stumbling all the while. He didn't know if he had the strength to swing. He looked at a few amublances going by. He jumped onto one and clinged to it, using it as transportation.

He stayed clinged to it and searched around the city for Carnage. After a few minutes, the ambulance went by him and Peter saw Carnage stabbing innocent people with his tentacles. Peter gasped and spun a web at the builing. "NO!" Peter yelled. But Carnage looked up at the web and grinned. He took the web and yanked it off the building, causing Peter to fall of the ambulance. Carnage threw Peter hard into the building with Peter's own web, and Peter smashed against it, he then slid off the building. Carnage picked up Peter's web and started to swing Peter around in the air, Peter yelled while he was being swung in the air, then Carnage threw back on the ground.

"HEY, SPIDEY! MISSED YA, PAL!" Carnage taunted, lifting Peter up, forming his tentacle into a hammer, hitting Peter hard with him, causing Peter to fly into a window, flying into a bakery and falling out onto the road. Peter slowly crawled on the ground, trying his hardest to get back to Carnage. But he couldn't.

He looked up and could hear cars smashing and sirens going off. Amublances going everywhere. It was utter chaos. "I can't do this... boy... I really screwed up this time..." Peter said to himself, his voice cracking from the pain.

Peter limped away, but then.. he passed out, falling hard on the ground.

When he awoke, he was on a hospital gernie and was being put on into an ambulance, a few people walked in the ambulance with him.

"Should we... take his mask off?" a nurse asked.

"No." Someone snapped.

Peter knew that voice...

Mary Jane.

Peter coughed as he lifted his head up, his vision was blurry but was slowly returning.

"I'm sorry, Ms... do you know him?" a nurse asked.

"Um.. not really.. not all that well..." MJ replied.

"Then why don't you want us to take his mask off?"

"Well... because... uh.. um.. it's wrong... and... my husband takes his pictures. My husband is a friend of his and I don't think he would uh.. approve of it." MJ lied.

The nurse nodded. "Well... when we get to the hospital they'll probably force us to."

Peter started to sqirum and ripped out of the gernie and stood up, grabbing MJ.

"What are you doing?" the nurse asked.

"I gotta go..." Peter replied, grabbing MJ, opening the amublance doors with his strength, he leaped out and started swinging around with MJ.

"How'd you find me?" he asked MJ.

"Well I was rehearsing and they ordered all the actors to evacuate and go home.. I saw you on the ground with those nurses surrounding you and I was so worried..." MJ explained. "Where did that thing come from? It looks like what Eddie became when..."

Peter cut her off. "Listen, MJ. When I saved John... the symbiote was there... and... I took it with me to make sure nothing happened, I didn't tell you because I didn't wanna scare you... I was chasing down Kasady and I had it webbed... it broke free and it bonded with Kasady and... it's utter chaos... it's.. it's.. carnage as he liked to put it... I really screwed up this time. He's bad without that thing but with it... MJ... he's unbeatable. I don't know what I'm gonna do. I've never been this confused... I think he's still on the loose... I need to take you home, and you need to stay safe. The cops are busy, so no one's gonna be able to guard you, and I gotta find Kasady. And stop him. But I promise... I won't let anything bad happen to you..."

MJ nodded. "I'm worried about you.." she confessed.

"Why?"

"I just..." MJ bit her lip and started to shed a few tears. "I always worry about you... and... he sounds... so dangerous..."

"I promise you, MJ. Nothing bad is gonna happen to me. Or you. Because you're always in the back of my mind. And when I think about you.. I get the motivation to keep on going."

MJ nodded and smiled, burying her head into his neck as they swung around. They could see the fire and the sirens in the distance, but heard no destruction. "I guess Kasady is done for now. But he'll be back. And I'm gonna find him before he can do any more damage."

They made their way back to the house and Peter swung down, putting MJ down, he was hanging upside down.

"Well, MJ... I think I'm gonna go now. I gotta find him. Maybe visit Aunt May beforehand."

MJ nodded and bit her lip. "Wait.. before you go..."

MJ lifted up half of Peter's mask and kissed him passionately and deeply, they kissed like that for a few minutes until she gave him one last peck, lifting his mask back up.

"Go get 'em, Tiger." MJ told him, winking.

Peter grinned under his mask, nodding. "I will... I love you.."

"I love you too, Peter."

Peter nodded and then swinged away, it was night time. As he swinged into the city, he looked down and noticed there were a few dead bodies on the street. He shook his head in disgust. "My god.." Peter said to himself as he swinged around. He turned his head and noticed that different buildings and signs and noticed they had red writing on it. He stopped and web zipped up to a billboard that had writing. He inspected it. It looked like... blood. "Oh no.."

It spelled out 'CARNAGE RULZ'

He turned around and noticed on a wall there was more and it said 'CARNAGE WAZ HERE'

And it was repeated all throughout the city, spelt out everywhere. He was on the wall and ir was everywhere. He shook his head and kept swinging around, he decided to visit the police station.

When he got there, he jumped onto the building and climbed up to the window and tapped it. A few cops looked curiously and held up their guns, they walked to it and opened it. "Oh.. thank God, it's Spider-Man. For a minute, I thought you were than.. that red...monster."

Spider-Man got out from the window and stepped into the room. "No but... I'm gonna find him. That's why I came here. Do any of you know where he could be?"

Captain Stacy was there and walked up to Spider-Man. "Yes, Spider-Man. I know. A couple of officers saw him enter a warehouse near 68th street. They tried to fight him off, but he was to powerful and they had to come back. They're pretty lucky to be alive. Which is why we need you, Spider-Man. You are the only one who can stop him."

Peter nodded. "Well.. I need to let you guys know. That thing... that thing is Kasady."

Captain Stacy nodded. "I'm aware, some people informed us. And I can't believe it. He's dangerous without power... but now... he's almost unstoppable. Please.. Spider-Man.."

Peter nodded. "Don't worry, Cap. He's killed a lot of people but I'm gonna find him. And I'm gonna stop him."

"Thank you, Spider-Man. Stay safe." Captain Stacy told him.

Peter nodded and waved, pouncing on the window, then jumping off, free falling until he webbed the building, slinging away in pursuit of Carnage. He arrived at the warehouse and jumped down. He slowly walked and looked around, nervous.

He slowly opened the door and looked around. The warehouse was old and rigged, with cracks and holes everywhere. He looked everywhere, in search of Carnage. He slowly walked and tried his best to make no noise, but then he took a step and the floor creaked. He panicked but kept going anyways. He searched everywhere. He looked and noticed some stairs. He slowly walked up it, they creaked but he kept going. He was now upstairs and searched. He then noticed there were a bunch of boxes and he could hear someone whispering. He slowly walked up to them and looked down, he almost gasped but bit his lip to silence himself. It was Carnage sitting down with a teddy bear, but his mask was peeled back and it was his normal face. "What's that, Teddy? You think someone is behind us? Don't be silly, Teddy..." He looked behind him and saw Peter, gasping. "YOU WERE RIGHT, TEDDY!" Carnage put Teddy down and peeled his mask back, gently putting his bear down. Carnage roared, growled, and hissed, crouching down, chuckling. "YOU'RE JUST RELENTLESS, AREN'T YA, SPIDEY?!"

Peter backed away in fear, and then Carnage leaped up to Peter, Peter gasped and jumped on the wall, Carnage fell on the ground, groaning. Carnage looked up and noticed Peter on the ceilng. Carnage transformed his hand into an odd sword like weapon and leaped up, slashing at Peter, Peter grunted and jumped back down on the floor, looking up at him. Carnage, in an intimating manner, slowly crawled the wall, lifting up his weapon hand, he hissed and jumped back down on the ground, Peter gasped and jumped behind some boxes. Carnage then started to slash at the boxes, breaking him, Peter dodged them as Carnage broke each one, Peter ran from the tentacle as he kept running from the tentacles breaking the boxes, but then, Carnage slashed out another tentacle and wrapped it around Peter, then started to squeeze him, Peter coughed in pain as Carnage wrapped it around him harder, lifting up another tentacles, shaped like a small knife. Carnage then fingered Peter's womb with his tentacle, laughing at the hole in his spider suit.

Peter groaned as Carnage touched his womb, he then webbed a box and threw it at Carnage, but Carnage got out another tentacle, smashing it, but since Carnage was distracted, Peter fell and was now free from Carnage's grasp, he lifted up another box and grabbed him, then jumped up to side of a wall, throwing it at Carnage, who slashed it again. Peter jumped up and grabbed two boxes, he threw it at Carnage, who slashed it, then threw it again, but this time, Carnage failed to slash it and he was knocked over to the ground. Carnage rubbed his head but then grinned at Peter. Carnage then jumped up at Peter, but Peter jumped up and Carnage fell to the ground.

However, Carnage then got out his tentacles and hit Peter on the ground, then Carnage wrapped his tentacles around Peter, Carnage got up and started to drag Peter by his tentacles, he then lifted Peter up by his foot and smashed him into a wall, Peter was now upside down, clung onto the wall, captured by Carnage's tentacles while Carnage looked at him. "LET'S SEE THAT UGLY HEAD OF YOURS." Carnage then effortlessly tore off Peter's mask. Peter's nose was bleeding. Carnage reeled back in surprise. "PETER PARKER?!" Carnage started to laugh terribly. "HOLY MOLY... YOU WERE ON MY LIST! ISN'T THIS GREAT?! TWO FOR THE PRICE OF ONE! I BET YOU'VE BEEN WONDERING WHERE YOUR PARENTS HAVE BEEN, HAVEN'T YA?" Carnage asked. He got closer to Peter and choked him with his hand. "Well, Parker... let me ya the whole story." He started to claw onto Peter's forehead, causing it to slowly bleed. "We were playin' a good ole' game of tag... they thought they could just take me... away... but uh... we couldn't have that, could we? So ya wanna know what I did?" He started to claw deeper into Peter's forehead and Peter groaned out in pain, but Carnage smothered Peter's mouth by wrapping his tentacle around it. "Hush.. little spider... we haven't finished your bedtime story... after we're done you can got to sleep.."

Peter kept groaning under the tentacle. "Anyways, as I was saying... I was in an alley, and they started to close in on me with those stupid guns... guns are so pathetic, by the way. Guns are the easy way out. Too quick... but as I was saying, they told me how I was under arrest, and ya wanna know what I did?" he asked.

Peter didn't respond and Kasady laughed. "I kicked your pansy of a daddy right in the... well... place ya don't wanna be kicked, headbutted your mommy... I took their guns away... and I got out my knife... and I said.. 'THIS IS HOW YA DO IT!'

Peter was furious.

Carnage continued. "AND THEN... I GOT OUT MY KNIFE... AND IT WENT... A LITTLE...LIKE...THIS..." Carnage changed his tentace into a knife and released it from Peter's forehead, then stabbed Peter in the gut with it. Peter's cry of pain was muffled under Carnage's tentacle, just as Peter thought he was a goner... a bright light came down from a hole in the warehouse, and Carnage's head snapped around and he growled. It was a helicopter and from a megaphone. "KASADY! THIS PLACE IS COMPLETLEY SURROUNDED! YOU NEED TO SURRENDER NOW!"

Carnage started to kackle and released his tentacles from Peter and tossed him to the side. Peter coughed and quicky put his mask on, then fell to the floor from the pain.

He rubbed his forehead and gut in pain, his gut was bleeding, and there was a hole in it. He quickly webbed it up to try and stop the bleeding.

Carnage laughed as he looked up.

"IF YOU DON'T COME OUT NOW, WE WILL SHOOT! WE WILL BUST DOWN THE DOORS AND GET YOU!"

Carnage laughed. "HAHAHA! THEY THINK THAT CAN TAKE ME OUT?! ISN'T THAT FUNNY, SPIDEY?" he looked over at Peter and kicked him hard, causing Peter to groan in pain.

Then, several SWAT team officers rushed upstairs and pointed their guns at Carnage. Carnage laughed at them.

"Surrender or we'll shoot!" They threatened.

Carnage laughed and did nothing, but then they started to shoot at him. Carnage got his tentaces out and caught them, smashing them with his tentacles.

"HAHAHAHHAHAHAHAHAHHHAHHAHA!"

Carnage then prepared to slash at them, but Peter leaped up onto Carnage and webbed his eyes. Carnage groaned in pain and the officers tried to shoot more, but more tentacles came out and smashed the bullets, and one smacked Peter hard, sending him flying into some barrels. Carnage roared at the officers and leaped up to Peter, but Peter sat up and lifted up a barrel, throwing at Carnage. Carnage stumbled back and Peter spun a web at the ceiling and then web kicked Carnage hard, sending Carange smashing and flying through a glass window. Carnage got out his tentacles and caught the windows, then smashed back into the window, but Peter grabbed Carnage by the leg and tossed him into the wall. Carnage roared and darted his tentacles at the officers, Peter gasped and jumped at the officers, swooping them up. "I gotta get you guys safe!" Peter exclaimed. He put them on his back and darted out of the warehouse, then put them gently on the street.

He looked back at the warehouse and Carnage smashed down the door, laughing. Carnage's tentacle got out and started to wrap around Peter, he swinged Peter around a few times and tossed him hard into the air, as Peter descended, Carnage smacked Peter into a few officers, calling them to fall over.

Some other officers lifted up their guns and started to shoot at Carnage. He laughed and smacked them with all with his tentacles, they fell over, he leaped up to them but Peter webbed Carnage's back and pulled him down to the ground, causing Carnage to fall over. Carnage looked over and transformed his hand into a knife once again, slashing the web. Just then, a car started to speed by in the middle of the road. Carnage then smashed it with his tentacles, causing glass to go everywhere. The car stopped and Carnage's tentacle went through the driver's seat, pulling out a man in the car, he then slung him in the air and smacked him hard. Peter looked up and jumped up high in the air to catch him, but Carnage smacked Peter and he the man went flying. Peter landed on the air but saved the man. Peter put the man back on the ground and he ran away screaming.

Peter looked over and Carnage lifted up the car, then threw it at Peter, but it was too late and it caused Peter to go flying a few feet away.

More and more cop cars started to close in on Carnage, and now there were tanks in the street to stop Carnage. It had gotten that bad.

Carnage started to laugh and looked at the two tanks closing in on him. One tank shot at him but Carnage jumped up to the tank and ripped the top of it off, throwing the man in it to the side. The man groaned in pain. Then, the other tank fired and Carnage leaped up high in the air and did the same to that tank. Carnage then got all of tentacles and arms to lift up the cop cars, he then threw all of them into a building. Now there were several different helicopters and Carnage looked up at them, laughing. Carnage then leaped over to the cars and threw them in the air, causing two helicopters to smash, they then crashed hard into the street, causing different debirs and pieces from the helicopter to go flying everywhere. Carnage laughed and started to throw more cars and pieces of the helicopter to the other helicopters, and they crashed as well. Now, there was only one left, and Carnage laughed. The helicopter made a hasty get away but Carnage jumped up onto a building and started to sprint after it. Carnage then jumped up onto the helicopter and smashed into the chopper, grabbing the two people in there and throwing them to the ground, causing them to fall to their death. Carnage laughed and jumped up and started to punch the chopper until it started to smash to the ground, Carnage jumped up and landed on a building and the chopper landed and exploded, Carnage laughed at the fire and explosions. "SEE YA LATER, GUYS! I GOTTA GO FIND A NEW HIDING PLACE... TIL THEN!" Carnage yelled, running away.

Peter slowly started to get off the ground. "NO!" he yelled, looking all the explosions and dead bodies. "NO! NO! NO! YOU MONSTER!" Peter yelled. Peter got up and walked around, he checked everywhere for anyone alive. "IS ANYONE ALIVE?! IS ANYONE OKAY?!" Peter demanded, very worried.

He looked up at the fire and explosions.

He slowly started to walk with his head down, the explosions going off in the distance. (Note: In the film, it would start to go slow motion. This would be a replica of the Spider-Man: Web of Shadows opening.)

He looked up and started to get flashbacks of his parents. "No... I gotta stop that.. freak. But first... I gotta visit Aunt May..." he said to himself.

He put on his normal clothes and stuffed his suit in the backpack he kept in the alley. He looked in a mirror in the alley and stopped by it. He had cuts and scrapes everywhere on his face. But he had to see Aunt May. He couldn't take being in this much pain. He had to see her.

He went into the hospital and started walking up stairs. He went up the desk and asked to see May Parker. He walked in and could her violent coughing. He walked into her room. She had never coughed this much before. "Aunt May... are you okay?!" he asked.

She kept coughing horribly and Peter rushed to her side, patting her arm. "Aunt May!"

Her coughs got less and less violent until she finally stopped. "I'm alright, Peter." She said very horsely and weakly.

"Aunt May! You sound... you sound... awful!" Peter exclaimed worridely.

"Peter, Peter. I'm alright." She said weakly.

Peter looked on the table and gave her her glass of water, he gave it to her and she took it, her hand was trembling hard.

"Aunt May.. your hand..." Peter replied worridely.

"I'll be fine, Peter. I'll be.." she coughed again. "fine." she replied with a sickly voice.

"No, Aunt May.. you're shaking, you sound really bad.. you're coughing more than usual... you..." Peter sighed.

Aunt May shook her head. "I'm per-" she coughed more, violently...

"Peter..." she coughed. Her voice was now soft, but very sickly.

"I... I... I... I don't think I'm fine.. I feel... I feel very weak... I haven't felt this weak in my ent..." she coughed. "My.. entire life...please just..." she coughed more. "Oh goodness.. I..."

Peter gave a very worried look and held her hand, he started shedding a few tears.

"Are you..."

Aunt May kept coughing.

"No.. Aunt May... you're gonna be fine. You're gonna be fine, Aunt May."

Her breathing was now very slow. "I don't kn... I can feel my body just.. giving out."

Peter was now sobbing. "No... no, please... Aunt May.. stay with me, please. I really... I need you right now, Aunt May, please, please, please... please don't go, Aunt May, PLEASE." He begged while crying.

Aunt May coughed more. "I'm trying... Peter... I can-" she coughed more.

Peter kept sobbing into her hand, which was trembling.

"Peter... I just wa-" she coughed. "Wa.." She coughed. "Wa.." she coughed again.

"What Aunt May, what?" he asked through his tears.

She coughed once more. "I wanted.. I wanted.. I wa-" she kept coughing.

"Please Aunt May! Don't die on me! Don't you die on me! Not now, please! PLEASE!" He begged.

She coughed and made a few strange noises, coughing.

"I wanted.. want.. wanted you to k-know.. I... I." she coughed once again. "I know that you.. that you... that you're Spider-Man."

Peter looked up, sobbing. "H-How?"

She laughed a bit, then coughed more. "At the bank.. when.. you ran away... and... Spider-Man came and saved me from that.. man.. he.. I knew you woudn't run away. And I recognized your voice. Don't think.." She coughed. "Don't think I don't know my own nephew's voice..."

Peter chuckled a bit, then kept crying.

"I just wanna.. I wanna let you know that I am so, so, so.." she coughed.

"So proud of you." she told him. "That you.. that you've risked your life for others... you've saved so many people... including me... if it weren't.." she coughed. "If it wasn't.." she coughed more and Peter kept rubbing her hand.

"If it weren't for you... so many people would be dead.. or without hope.. or scarred... please..." she coughed. "Never doubt yourself. I couldn't ask for a better, braver, sweeter, nephew. And I love you so, so, so much..."

Peter shook his head, sobbing uncontrollaby. "No Aunt May... no... please don't go, now. I can't lose you... please..."

Aunt May started to cough more and looked up. "I can.. Peter.. I.. it's okay... I can.. I can be with Ben now..." she said.

Peter sobbed more on her arm, she made one final breath.

Peter looked up and noticed her heart monitor started to beep.

"NO!" Peter yelled, sobbing.

"Please, Aunt May... PLEASE!" he cried.

He kept sobbing on her now deceased body, but then a few nurses walked in.

"Sir, is something wron-" They looked at the heart monitor. "Oh no.." one muttered.

"Sir, you have to leave, we apologize, but you have to leave." Peter shook his head, sobbing, but they escorted him out.

He then stumbled and fell into a wall. He slid down in tears and stuffed his hands into his head, devasted. Many people looked on at him, confused. He kept crying. He stayed like that for several minutes, as people looked on. But he didn't care.

Later, he finally left the hospital and was sobbing as he walked the streets. It was now night time. He got out his phone and called MJ, but there was no answer, so he left a voice message.

"MJ... MJ.. Aunt May... she... she's gone! I need... I need to see you now!" he told her. He hung up and kept sobbing, he managed to walk home and he rushed up the stairs and opened the door, he was not sobbing now, but still shedding some tears. He sniffed.

"MJ...MJ...MJ.. MJ!" He called out. He searched for every room but she wasn't in there, he went into his room and looked everywhere in it. "MJ, MJ!" He kept calling.

He then turned around. He gasped loudly. It was that blood writing. It was Carnage's writing. It read: "FOUND THE RED HEAD, SHE THE WIFEY? LOOKZ LIKE IT. COME BY THE EMPIRE STATE BUILDING IF YOU EVER WANNA SEE HER ALIVE AGAIN, SPIDEYZ." Peter backed away and started huffing and puffing, he had never looked so curious. He clenched his fists. "KASADY! KASADAY! I SWEAR TO GOD WHEN I GET MY HANDS AROUND YOUR LITTLE NECK, I'M GONNA KILL YOU! I SWEAR ON MY LIFE! I AM GOING TO KILL YOU!" He then punched his wall hard, part of it came off. He then looked at his mirror and smashed it hard with his bare hands. He lifted up a chair and threw it hard. He started to throw and smash everything in sight. "YOU TOOK MY PARENTS AWAY. BUT YOU WON'T TAKE MY WIFE!"

He kept smashing things for several minutes, but then stopped, out of breath. He noticed there was something on the floor. He put it next to a lamp. The only thing he hadn't wrecked. He then realized what it was. The picture of Cletus. He walked up to it and started huffing and puffing. He took the picture and crumbled it. "I'm gonna find you. And I swear. To God. AND EVERYBODY. I'm going. To kill you."

He then looked at the lizard serum. He had one to turn someone into a lizard in case. "But I can't do it alone..." he said to himself.

He ran out the house and started to sprint and ripped off his normal clothes, throwing him to the ground, not even caring what happened to them. He was now in his suit. He then spinned a web and started to rapidly swing around the city until he came across it. Ravencross. The prision that held Connors. He swung down to the ground and was greeted by an officer. "Hey, Spidey. What can I do for you? You here to see Connors?" he asked.

Peter slowly nodded, not saying a word. The cop gave him an odd look but Peter didn't give it a thought. He didn't care.

He then speed walked in, ignoring everyone who greeted him. He walked to Connor's cell. "Open the door." he commanded.

The cop gave a scared nod and let him into Connor's cell.

Connors sat up and looked up, groaning, scratching his head.

Peter had the serum in his hand.

"Connors."

"Peter?"

"I need you."

"For what?"

"There's a mad man on the loose. He's killed several people in the city. The population count has gone down a good bit. That bad. Half of New York will be gone soon. Soon, the entire city. He kills everyone in his sight. And he's powerful. He has that symbiote. And my wife captive. HE TOOK MY WIFE."

Connors looked at him. "Oh no... my God... I thought you didn't have any of it."

"I don't. But recently, I got it from an astronaut, long story. This mad man got a hold of it. Another long story."

Connors shook his head. "What do you want me to do about it?"

Peter held up the serum and Connors jumped back. "No, no, no, no, no..."

"Please, Connors. I can understand why you're hesitant. But I need you. Please. This city needs you. I can't take him alone, I almost got killed. I need you. You're the only person I know at this point. Please." He begged.

He handed the serum to Connors.

"What if I lose control?" Connors asked.

"What if you don't? It's worth the risk. And I have the cure right with me. I could stop you easy." Peter said.

"What do you say?" Peter asked.

Meanwhile, Carnage was laughing and slashing at people, throwing cars and various other objects. "ANYONE HERE SEEN THE SPIDER-MAN? IT LOOKS LIKE HE DIDN'T GET MY INVITATION!"

Soon, a cop car sped by. Some cops got out. "HANDS IN THE AIR!"

Carnage started to laugh. "HOW ARE YOU GONNA STOP ME? I HAVE BOMBS SET UP IN GRINSTON ELEMENTARY SCHOOL! WOULDN'T YOU RATHER SAVE THE KIDS?!"

The cops looked at each other with a worried look.

Back the cell, Connors started to transform himself into the Lizard, his arm grew and then his skin turned green until he was the Lizard. He looked up and roared. "THE LIZARD.. IS BACK!" he hissed.

Peter looked at him. "Good. You gonna behave like a good lizard this time?"

Meanwhile, Carnage started to laugh as the cops fled the area. In the car, they called all units. "CALLING ALL UNITS, CALLING ALL UNITS! KASADY HAS A BOMB IN GRINSTION ELEMENTARY WE NEED ALL THE BACK-UP WE CAN GET!"

And back at the cell, a cop heard the Lizard. He opened the door. "WHAT'S GOING ON HERE?!" the cop asked. When he turned to the corner, he gasped. Peter was on top of the Lizard. Connors hissed and roared, then jumped over the cop, he then started to roar at everyone in the cells and all the cops. Different cops tried to shoot, but Connors was too strong and Peter's dodged, webbing onto Connor's back so he didn't fall off. Connors slashed at every cop and guard, roaring at them and slapping their guns off, he stampeded through the cops quickly, until they came across a hallway that started to have electric lights. Connors stopped and looked up at Peter. "What do we do now..." Connors hissed.

"I've got it." Peter replied.

Peter then jumped, web zipped, and climbed through the electric lazer lights until he was on the other side. Next, different cops held up their guns. "FREEZE SPIDER-MAN!" they commanded. Peter ignored them and pushed a buttom on the other side and Connors then sprinted up the cops, smacking all of them until they were outcold.

Peter got back on Connor's back and Connors sprinted out of the jail, smashing down the doors.

"Now, Connors. We gotta get moving to the Empire State building."

Connors hissed in reply.

Carnage was now back on the Empire State Univeristy. He had MJ tied up with his red symbiote goo.

"Let me go, you freak." MJ spat.

Carnage laughed. "YEAH, RIGHT. JUST BECAUSE YOU TELL ME TO LET YOU GO, DOESN'T MEAN I'M GONNA DO IT, PRINCESS." He then leaped on to the platform Carnage was on and pressed against her side, then licked the side of her face. "After I've killed your hubby.. I'm gonna have some fun with you..."

MJ turned away, disgusted.

"But let's wait for him..." Carnage suggested.

A few minutes later, Peter was riding on Connors. Peter hopped of Connors. "Alright... let's go up there and stop that freak."

They then started to rapidly climb up the building until they were on the very top of the building.

"Game over, Kasady!

Carnage laughed. "IT'S CARNGE, YOU MORON!"

Peter growled. "You can take my parents. But I won't let you take my wife."

Carnage chuckled. "We'll see about that. You and what army? The cops are busy trying to find a bomb at a school. They're so gullable..."

Peter clenched his fists in anger, and just then, Connors leaped up onto the building, MJ gasped in fear, but Peter assured her.

"THIS army."

Connors roared at Carnage, and he laughed. "Oooh.. you got a pet!"

Connors crouched down. "I'm gonna make a pet out of your TRAMP AFTER I'M DONE WITH YOU, PARKER!" Carnage roared.

Peter cried out in anger and jumped up at Carnage, Carnage reached out to attack Peter but Peter jumped up and stuck to the building, then webbed his eyes.

Carnage stumbled back. "STOP DOING THAT!" He commanded.

Then, Connors leaped out at Carnage and tackled him, Connors slashed at Carnage, causing half of Carnage's suit to peel off, but it peeled right back.

Carnage moaned in pain and ripped off the webbing off his eyes, but then Connors pinned down Carnage by his arms and legs.

Peter leaped over to MJ. "You okay?" he asked.

"I've been better..." MJ joked. He then slowly ripped off Carnage's webbing. "This stuff is hard to get off..." Peter commented, using both hands to try his hardest and tear it off of MJ. MJ moaned in pain.

Meanwhile, Connors still had Carnage pinned down, but then, Carnage got out his tentacles and started to choke Connors, but Connors got out his tail and started to choke Carnage, the two men were now choking each other hard.

Peter was still struggling to rip the webbing off, but looked over and noticed Connors being choked. "Hang on!" he told MJ.

He then leaped over to the two and Peter started to web Carnage, he pulled on him hard until he flung Carnage over and Carnage was sent flying, almost off the building, but then Carnage got out his tentacles and caught himself, he laughed and then leaped over back. Peter jumped and started to websling around. Now, Connors jumped up in front of Peter, and Carnage was behind him. (Note: This shot is a replica from one of the Maximum Carnage shots, but Connors replaces Venom.)

Peter jumped up and the two tackled each other again. They then started to slash and fumble on the ground violently, like two animals in the wild. Carnage then started to wrap the tentacles around Connors but Connors bit Carnage hard, Carnage jumped up in the air from the pain and Connors jumped, slashing at Carnage in the chest, then taking Carnage by the arm and throwing him hard into the ground. Connors leaped out at Carnage and Carnage lifted up his feet, kicking him off of the building.

Peter then leaped back to MJ and finally ripped the webbing off of MJ and he threw it down to the ground. He then grabbed MJ and jumped off the building, as they started to fall, Carnage's tentacles lashed out and smacked Peter into the side of the buidling, causing MJ to fall to the ground, she screamed as she started to fall and Carnage trapped Peter, choking him with the tentacle, wrapping all of tentacles around Peter, all but his eyes. "NOW WATCH YOUR WIFEY GO SPLAT!" Carnage yelled.

But just then, Connors came falling and grabbed MJ, his long lizard fingernails digging into the side of the building as he caught her.

"CRAP! THAT WOULD HAVE BEEN SO COOL!" Carange proclaimed. Carnage looked down at Connors, who was climbing down the building. Carnage released his tentacles from Peter, but then smacked Peter hard in the air, Peter landed on the top of the building.

Carnage then hopped to Connors. "HEY, LIZZY, LIZZY, LIZ!" He greeted, tackling Connors, causing Connors to drop MJ. MJ screamed as she plumited down, but Peter leaped off the buidling and web zipped mid-air, he was gaining to her, and then Carnage got out his tentacle and grabbed Peter by the foot, smashing him into the building, wrapping them hard, all but their eyes, so they could witness her demise. But Connors bit into Carnage's tentacles and got leaped out of his grasp, Connors clung to the side of the building and caught MJ. Carnage's tentacles then lashed out at them, but Connors dodged all of them. Carnage lifted Peter up with his tentacles and climbed down to Connors, slashing at him, Connors dodged but then Carnage changed his tentacle into a sword and stabbed Connors hard, Connors screamed and MJ fell again.

Carnage then started to wrap his tentacles around Connors, but with his tail, Connors slashed at the tentacles that were holding Peter and Peter leaped out, free falling and web zipping, he spun a long web until he managed to catch MJ with it. He then quickly tugged on the web until MJ was up with him, he grabbed MJ and started to jump off the building again, until Carnage climbed down and stabbed Peter in the shoulder and Peter dropped MJ again, but Peter punched Carnage hard and Carnage stumbled back, and Peter free falled again, spinning another long web and catching her with it. Carnage grew out a tentacle and smacked the web in half, causing MJ to fall again, Peter webbed again, catching her, but Carnage then tackled Peter and started to wrap his tentacles around him, until Connors came running down the building, grabbing Carnage and tackling them as they fell of the building. Connors repeatedlty punched and slashed at Carnage mid-air, each time Carnage attempted to form a tentacle, Connors swiped at it and broke it, this contiuned a few times until Carnage managed to kick Connors inside of the Empire State building, people started to run and scream at the monster's fighting and Connors and Carnage tackled each other, writhing around as they fought like apes, until Carnage got a tentacle out, reaching out to a soda machine, smashing Connors with it.

Connors fell and Carnage repeatedlty smashed Connors with the soda machine.

"DIE YOU OVERGROWN FREAK!" Carnage exclaimed as he kept smashing Connors with the machine.

Connors roared in pain, but with his tail, grabbed a chair and smacked Carnage with it, Carnage fell on top of him and Connors lifted up Carnage, throwing him into the air and smacking him with his tail, causing Carnage to smack into the wall.

Back outside, Peter grabbed MJ and the couple started to fall of the building.

Carnage noticed this and grabbed the soda machine again and threw it at Connors, who was sent flying out the building, but he used his claws to stick into the side of it.

Carnage leaped out and got on top of Peter's head, causing Peter to drop MJ.

Carnage started to laugh and punched Peter hard, then grabbed his head and headbutted him, then smacking him hard into the building. Connors leaped out and Carnage got out his tentacles and wrapped it around Connors, Connors tried to bite out but Carnage this time kept forming new tentacles each time, then threw Connors hard, sending Connors to fly back inside the hole they had created earlier.

Carnage then leaped down to MJ and grabbed her, sticking to the side of the building. Peter leaped down and shot several web balls, but Carnage's tentacles grabbed them all and crushed them. Peter did a backflip and landed next to Carnage, but Carnage once again used his tentacles and trapped Peter, he made a sword and stabbed Peter hard in the chest.

"FIRST YOUR PARENTS, NOW HER! WATCH HER DIE, PARKER!" Carnage yelled, Carnage then changed his arm into a sword and stabbed MJ hard in the chest. Peter screamed, but his screams were muffled. He looked helpless. Just then, Connors leaped down and tackled Carnage, causing Peter to be free. MJ then started to fall, but Peter web zipped down and caught her, he then slid down the building until he was on the street.

MJ's eyes were shut. Peter hoped she wasn't dead. He looked at her womb. It was deep..

He started to cry underneath his mask.

"MJ?"

He started to shake her.

"MJ? MJ, please..."

He kept shaking her.

"MJ! Please, please, please..." he begged, his voice climbing in pitch.

His voice was cracking. "NO! PLEASE MJ! DON'T DIE ON ME! YOU'RE ALL I HAVE LEFT, PLEASE, PLEASE, DON'T GO! PLEASE STAY!" he begged.

He checked for a heartbeat. There wasn't one.

"No..." he whispered.

"NO! NO! UNCLE BEN, AUNT MAY, HARRY, AND NOW YOU?!" He was sobbing violently, he held her dead body tightly. "NO, PLEASE! GOD, WHY?! WHY DO I HAVE TO LOSE EVERYONE?!" he yelled to the sky, sobbing as he squeezed her dead body tight, burying his head into it.

He stayed like that, his body tangled into her dead body.

"No.. no.. no... no... no... no...no...no...no...no...no..no..no...no.." he kept whispering himself as he cried.

He stayed like that for several minutes as Connors and Carnage battled on the building.

But Peter didn't care.

People looked on at him.

He didn't care.

Then, a few cops rushed over to Peter.

"Spider-Man?! What happened?"

Peter sniffed several times and his voice cracked.

"This woman.. has been murdered."

"WAS IT KASADY?!" one asked.

"No. Spider-Man killed her."

He gently lay her down for them to get, and he slowly walked, Carnage looked on. "YES! HAHAHAHHHAHAHAH! I DID IT!" Carnage said. Peter looked angry, sniffing. His mask hid the furious look on his face. "AHHHHHHHHHHHH!" Peter screamed. He then started to climb up the building quickly, Connors was still slashing away at but Carnage dodged, but Peter grabbed Carnage furiously and dragged him up the building, and when Carnage was about to form a tentacle. "NO YOU DON'T YOU FREAK." Peter exclaimed, he then threw Carnage so high in the air that Carnage landed on the top. "

Peter leaped up high in the air and Peter landed hard on Carnage's gut, causing Carnage to groan in pain. Peter got up and started to drag Carnage's foot, he walked and then smashed Carnage hard into the point of the building. Peter then webbed Carnage repeatedly and webbed him fast and hard, his shots ranging from short web balls to long webs, then webbed Carnage's eyes, webbing everything until he could form no tentacles. Peter then ran up and started to punch everything and everywhere on Carnage's body rapidly, punching him hard.

"YOU TOOK HER AWAY FROM ME! I'M GOING TO DO THE WORLD A FAVOR AND TAKE YOUR MISERABLE LIFE OFF THIS EARTH YOU FREAK! I CAN'T WAIT TO HEAR THE SOUND OF-"

Peter gave one last hard punch. "Wait... sound..."

He started to get a flashback of the bells in the church and when he defeated Venom.

"How could I forget..." he mumbled to himself.

"YOU WANT ME YOU FREAKING PHYSCO? COME GET ME! IF YOU'RE MAN ENOUGH!" Carnage ripped free from the web. "IT'LL BE MY PLEASURE!" Carnage said.

Connors just then leaped on to the building and roared. Peter leaped to his ear. "Stay here, I've got a plan." Peter whispered. But then, Kasady slammed Connors hard and sent Connors flying to the street, pinning Peter down. Peter kicked Kasady off. "GET OFF ME, PHYSCO!"

He jumped off to save Connors but it was too late. Peter made one quick web and walked over, kneeling down to Connors. He took out the cure and injected him. "I'll take it from here. I don't want anyone else to die."

Peter then started web slinging away rapidly.

Carnage followed and they were now in a high speed chase, then, it lasted for a few minutes until Peter was close to where he wanted to go, but soon, Carnage managed to leap out to Peter and slammed his hand into Peter's mask, his nails dug into Peter's mask and he clawed at it, giving it a few small holes in the side, and then they crash landed into a junkyard, they were now in a pile of scraps. Peter shook his head and found a tire. He threw it at Carnage and Carnage grabbed it, breaking it.

Peter then found several different items and threw them all at Carnage, who dodged all but the last one, a car door, the car door causing Carnage to go flying a few feet away.

"COME GET ME YOU HIDEOUS FREAK!" Peter called out, going back to slinging.

Finally, Peter was slinging to the bell tower, but then Carnage tackled Peter and Peter was now halfway on the building.

Peter used all of his might to climb up it, but Carnage reached out and grabbed Peter, then used his tentacles to wrap around Peter, Peter tried to headbutt Carnage but Carnage then wrapped his tentacles around Peter's neck choking him.

"I'VE TAKEN EVERYTHING FROM YOU! I'M DOING A FAVOR NOW! AND AFTER THIS, I'LL TAKE DOWN THIS ENTIRE CITY!"

Peter thought of MJ and managed to break free of the tentacles and kicked Carnage hard, Peter then webbed up harder and web zipped until he made his way up to the bell.

Carnage then leaped up to Peter and smacked Peter into the bell, causing it to ring. Peter then fell on the ground and Carnage's symbiote started to screech, Peter then kept punching it hard. "GAAAAAAAAAAAAAAH! AFTER THIS THING IS OFF OF YOU I'M GONNA TAKE YOUR PATHETIC LIFE OFF THE PLANET! AT LEAST MY PARENTS CARED FOR ME! WERE YOU JEALOUS? IS THAT WHY YOU KILLED THEM? YOUR PARENTS HATED YOU, THAT'S WHY YOU WERE IN AN ORPHANAGE! YOU'RE A COWARD! YOU'RE JUST A LITTLE BOY WITH A GRUDGE!" He kept rapidly punching the bell until the symbiote started to peel away from Kasady.

"NO! DON'T LEAVE ME!" Kasady yelled.

Peter kept bashing the bell until it broke off. "GAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!" Peter yelled, smashing the symbiote with the bell, then tossing the bell to the side. He then webbed the symbiote up into a bag and webbed it to the floor. "NO! NO! GIVE IT BACK! NO! THE POWER!" Kasady kneeled down on the floor. He then closed in on Kasady, who laughed, weak from the seperation.

"It's too late... I've won... I killed your parents. I killed your wife. Hell, I killed you. You're a shell of your former self. You used to be the hero and now you wanna kill me?" Kasady chuckled.

"I've ruined you. I broke you. I. WIN. I WIN, I WIN, I WIN, I WIN, I WIN, I WIN!" Kasady chanted.

Peter screamed and grabbed Kasady, forcing him to sit up by grabbing him by the head and bashing in his own head into his knee, Peter then punched Kasady hard and Kasady's teeth went flying everywhere. Peter then punched Kasady hard in the gut, and Kasady started to cough up blood.

"I'M GONNA KILL YOU! YOU'VE CAUSED ME ALL THIS PAIN! AND NOW! I'M GONNA KILL YOU!"

Peter then backed up and sprinted towards Kasady, he stopped and then lightly uppercutted Kasady, Kasady then fell off the bell tower and screamed. Kasady thought he was going to die. (Note: In this part of the film, everything would go slowmotion and Peter would get a flashback of Aunt May.)

"Revenge is like a posion... it can take you over... and before you know it, it can turn you into something ugly."

Peter shook his head and then spun out a long web, catching Kasady.

"But my aunt and uncle wouldn't want that."

Peter leaped down and smacked the web off Kasady, causing him to fall down.

"You're right, Kasady. I grew up without parents. But boy... did I get some good replacements."

Peter then webbed up Kasady. "I'm taking you in, not killing you. You didn't break me. I'm still the hero."

Peter looked up and webbed the web bag with the symbiote. He grabbed Kasady. "Come on.. I'm taking you in."

Kasady groaned in pain.

"No.. if I can't be with it... no one can." Kasady grabbed the web bag but then fell down to the street, Peter tried to save him, but failed.

He sighed and fell down to Kasady, slowly walking over at Kasady's dead body. He kneeled down and took the web bag from Kasady's hands. There was a nearby ocean. Peter rushed out and tossed it hard into the ocean. "Good riddens." Peter said. He went back to Kasady's body and lifted it up, taking it back to the station.

Peter walked in to Stacy's office and tossed Kasady's dead body to Stacy.

"I told you I'd get him."

And with that, Peter said nothing else. "And next time, you guys will have to do the justice. Because I'm done with this. I mean it this time."

Later, Peter sat silently in Aunt May and Mary Jane's funeral. His face was that of sheer depression. But he was not crying. He had shed too many tears. He was out of them. Mr. Diktovich, Ursala, and even Gwen were there. But only Diktovich and Ursala told him 'sorry.'

"Peter, I'm so sorry... you can come visit us if you ever feel lonely..." Ursala said.

(Note: After the funeral scene, it would show a montage of Peter being depressed at both Aunt May and Mary Jane's grave. 7 months would pass. It would then cut to Peter, alone in his house. It's now a wreck and he's become a slob. Food, drinks are everywhere. It would then show several different clips of him being alone and nights of crying on the bed. And clips of him looking at pictures of Aunt May and MJ. One clip would then show Peter watching TV, looking miserable.)

"It's been 7 months since Spider-Man's sudden dissaperance. Ever since the murder of Broadway actress Mary Jane Watson by the hands of Cletus Kasady, Spider-Man hasn't showed up since. Also, Spider-Man helped break out Doctor Curtis Connors, the man behind the 'Lizard' plot. Police are still debating over giving out an arrest warrant or not. But ever since his dissaperance, crime is at an all time low.

Peter gave a fierece look and slammed the TV shut.

He was too depressed.

He then went back to sleep.

But then he started to dream.

And in the dream, Uncle Ben was next to him a car.

"Peter... I thought you learned your lesson about this..."

Peter looked up. "Uncle Ben?"

Uncle Ben nodded.

Peter shook his head. "Uncle Ben... I can't take it anymore! All this loss! I don't really have anyone anymore! Even Aunt May... even Mary Jane... I can't go on without her, I can't! I just can't..."

Uncle Ben shook his head. "No, Peter. You can. Because.. as you know... the world's not all sunshine and rainbows. It's a very rough, dark, gritty, mean, nasty place. And I don't care how tough you think you are, it'll beat you to your knees... and it'll keep you there if you. Permantley if you let it. But you've got to be willing to take the hits. Because it's not about how hard you hit. It's about how hard you can get hit. How much you can take. And keep moving forward. That's how you get through life. Now I know.. you're gonna go through a lot of lonely nights... but one day... you're gonna meet somebody."

"No one could replace Mary Jane..."

"That's not exactly what I mean. What I mean is that you need to just hang in there. Bad things happen to good people. But life prevails. And good people are eventually rewarded. Mary Jane died. But don't feel guilty. If she wasn't with you, she would have spent a long, lonely life. Spending it like she was dead. Sure, she died early. But she died happy. And I know she wouldn't have it either way. Don't give up on me, son. You have to return. You said you don't want any more deaths on your concious. If so, get out there. Come back. They need you."

Peter nodded and looked down, and then the radio started.

"Calling all units, calling all units, there has been a bank robber on Eastman Bank! 567 Drive, 87th street."

"And right there's your chance." Uncle Ben said.

(Note: At this part, the theme would start playing.)

"You're right, Uncle Ben... thank you..."

They hugged and then Peter got up from his dream. He got up from his couch and went into his room. He digged out several things until he found a spair suit. He slowly looked at it and held it up. "Been a while..." he said to himself.

Meanwhile, at the bank, the robber's held up their guns and demanded everyone be quiet. They left the bank and stuffed the money in their bags.

"Like taking candy from a baby!" one commented.

They got into the chopper and started to drive away, but then... a web caught it. Then, they were pulled back into a giant web.

Then, people looked on at the figure in the shadows, he leaped out.

"Oh my god... it's Spider-Man! He's back!" one person commented.

They then all started cheering for him.

"Spider-Man! Spider-Man! Spider-Man! Spider-Man!" They all yelled.

Peter did a few tricks in the air and kept swinging around.

A few robbers had escaped from the bank and ran with their guns, but suddenly, their guns were webbed up in the air.

"What the..."

Then, they were webbed up and slung around, then webbed up to the wall.

There was one last one making his getaway.

"STOP! SOMEONE HELP! HE'S GETTING AWAY!" a bank clerk yelled.

But just then, Peter swung by and did a kick.

(Note: In the film, the last shot would be Spider-Man kicking at the camera.)